Common use of Absence of Defaults and Conflicts Clause in Contracts

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Adviser nor the Administrator is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Manager Adviser and the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Adviser or the Administrator pursuant to the Manager Agreements and Instrumentsto, any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Adviser or the Administrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Adviser or the Administrator or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or will be a party in connection with this Agreement (including the Management Agreement) or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Manager’s Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement do not and the consummation of the transactions contemplated herein will not, and in the Registration Statementcase of the performance of the Management Agreement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or repayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Manager’s Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or repayment events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager or (B) any applicable statute, law, statute, rule, regulation, judgment, order, writ or decree order of any government, government instrumentality agency or body or any court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as in the case of clause (B) only, for any such violation that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operationsoperations except in the case of clause (ii) only, except as for any such violation that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Partnership Entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreePartnership Document, except for such violations or except (solely in the case of Partnership Documents other than the Subject Instruments) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Partnership Entities pursuant to to, any Partnership Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Partnership Entities or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Partnership Entities or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Adviser nor the Administrator is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption "Use of Proceeds") and compliance by each of the Manager Adviser and the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Adviser or the Administrator pursuant to the Manager Agreements and Instrumentsto, any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Adviser or the Administrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Adviser or the Administrator or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its limited liability company agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument Agreements and Instruments to which the Manager it is a party bound or by which it may be bound, or to which any of the property its property, assets or assets of the Manager operations is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the Management Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property property, assets or assets operations of the Manager pursuant to the Manager to, its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents of the Manager or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operationsGovernment Entity, except as in the case of clause (ii) only, for any such violation that would not not, singly or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents certificate of formation or limited liability company agreement (or its equivalent) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Manager’s Agreements and Instruments”), except for such defaults that would not result in a Manager Material Adverse Effect; or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the Management Agreement by the Manager and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package this Agreement and the Prospectus Management Agreement and the compliance by the Manager with its obligations under this hereunder and the Management Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Manager’s Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not result in a Manager Material Adverse Effect), nor will such action result in any violation of the provisions of the certificate of formation or limited liability company operating agreement (or other organizational documents its equivalent) of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Adviser nor the Administrator is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager an Adviser/Administrator Material Adverse Effect”). The execution, delivery and performance of this Agreement and the Fund Agreements, to the extent a party thereto, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Manager Adviser and the Administrator with its obligations under this Agreement and the Fund Agreements, to the extent a party thereto, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Adviser or the Administrator pursuant to the Manager Agreements and Instrumentsto, any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in an Adviser/Administrator Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Adviser or the Administrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Adviser or the Administrator or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents certificate of incorporation or by-laws (or its equivalent) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Manager’s Agreements and Instruments”), except for such defaults that would not result in a Manager Material Adverse Effect, or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the Management Agreement by the Manager and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package this Agreement and the Prospectus Management Agreement and the compliance by the Manager with its obligations under this hereunder and the Management Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Manager’s Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or liens, charges or encumbrances that would not result in a Manager Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement certificate of incorporation or other organizational documents by-laws (or its equivalent) of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement and the Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except (solely in the Manager Agreements and Instrumentscase of Company Documents) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Registration Statement and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except (solely in the Manager Agreements and Instrumentscase of Company Documents) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its limited liability company agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument Agreements and Instruments to which the Manager it is a party bound or by which it may be bound, or to which any of the property its property, assets or assets of the Manager operations is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the Management Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property property, assets or assets operations of the Manager pursuant to the Manager to, its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents of the Manager or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operationsGovernmental Entity, except as in the case of clause (ii) only, for any such violation that would not not, singly or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as in the case of clause (ii) only, for any such violation that would not reasonably be expected to result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Fund I entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractSubject Instrument or the Existing Credit Agreement, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement by Fund I and the consummation by Fund I of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager Fund I entities with its their obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lienLien upon the Partnership Properties pursuant to, charge the Existing Credit Agreement, except for such conflicts, breaches, defaults or encumbrance upon any property Liens that have been waived or assets of would not, individually or in the Manager pursuant to the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager any of Fund I entities or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Fund I entities or the Partnership Properties, except for such violations of any applicable law, statute, rule, regulations, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of Fund I entities or any of its assetsthe Partnership Properties, properties that would not, individually or operationsin the aggregate, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company or any of its subsidiaries is a party or by which it any of them may be bound, or to which any of the property or assets of the Manager Company or any of its subsidiaries is subject (collectively, the “Manager "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ") except for such violations or except for such defaults that would not result in have a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, Statement (including the General Disclosure Package and use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager Company or any of its subsidiaries pursuant to the Manager Agreements and Instrumentsto, any Agreement or Instrument except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not have a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement charter or other organizational documents by-laws of the Manager Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assetssubsidiaries or any of their assets or properties. As used herein, properties or operations, except as would not result in a Manager Material Adverse Effect.a

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to to, any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of the provisions of (i) the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as in the case of clause (ii) only, for any such violation that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to, any Company Documents, except (solely in the case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to the Manager Agreements and Instrumentsresult in a Material Adverse Effect, nor will such action result in (i) any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any violation of applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except for such violations as would not result not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as in the case of clause (ii) only, for any such violation that would not reasonably be expected to result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the QR Parties is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreePartnership Document, except for such violations or except (solely in the case of Partnership Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Statutory Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager QR Parties with its their obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Manager QR Parties pursuant to to, any Partnership Documents, except (solely in the Manager Agreements and case of Partnership Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of any of the Manager QR Parties or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of the Manager QR Parties or any of its their respective assets, properties or operations, except as for such violations of any applicable law, statute, rule, regulations, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of the QR Parties or any of their respective assets, properties or operations that would not not, individually or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (A) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operationsoperations except, except as in the case of clause (B) only, for any such violations that would not not, individually or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as except, with respect to this clause (ii), for any such violation that would not not, individually or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or will be a party in connection with this Agreement (including the Management Agreement) or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Manager’s Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, andin the case of the performance of the Management Agreement, will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or repayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Manager’s Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or repayment events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager or (B) any applicable statute, law, statute, rule, regulation, judgment, order, writ or decree order of any government, government instrumentality agency or body or any court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as in the case of clause (B) only, for any such violation that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to the Manager Agreements and Instrumentsresult in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its their respective assets, properties or operations, except as in the case of clause (ii) only, for any such violation that would not reasonably be expected to result in a Manager Material Adverse EffectEffect or materially and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations under this Agreement.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents articles of incorporation or bylaws, and the Manager is not in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager it is a party or by which it may be bound, or to which any of the property its properties, operations or assets of the Manager is subject (collectively, the “Manager Agreements Instruments and InstrumentsAgreements”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for where such violations or except for such defaults that failure would not result in have a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of Material Adverse Effect with respect to the Manager, whether or not arising in ; and the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance by the Manager of the Transaction Documents to which the Manager is a party and this Agreement and Agreement, the consummation of the transactions contemplated herein herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum and compliance by the Manager with its obligations under this Agreement hereunder and thereunder have been duly and validly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a material breach of, a default or default Event of Default under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any of its property or assets of the Manager pursuant to the Manager Instruments and Agreements and Instrumentsexcept for Liens permitted by the Transaction Documents, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents its certificate of the Manager incorporation or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its limited partnership agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument Agreements and Instruments to which the Manager it is a party bound or by which it may be bound, or to which any of the property its property, assets or assets of the Manager operations is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The Change; and the execution, delivery and performance of this Agreement, the Management Agreement and the Services Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary limited partnership action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property property, assets or assets operations of the Manager pursuant to the Manager to, its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults, Repayment Events, liens, charges or encumbrances that would not, singly or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the limited liability company operating partnership agreement or other organizational documents of the Manager or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operationsGovernment Entity, except as in the case of clause (ii) only, for any such violation that would not not, singly or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational charter or by-laws or other governing documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ) except for such violations or except for such defaults that would not not, singly or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The Change; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (A) conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager Company pursuant to to, the Manager Agreements and Instruments, nor will such action (B) result in any violation of the provisions of the limited liability company operating agreement charter or other organizational documents by-laws of the Manager Company or (C) result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their assets, properties or operationsoperations (except, except as with respect to clauses (A) and (C) only, for such conflicts, breaches or defaults or liens, charges or encumbrances that would not not, singly or in the aggregate, result in a Manager Material Adverse EffectChange and materially adversely affect the consummation of the transactions contemplated hereby). As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its Subsidiaries is not in violation of its charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company or any Subsidiary is subject (collectively, the “Manager collectively "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein by this Agreement have been duly authorized by all necessary corporate action and in (except as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement Statement or Prospectus) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Manager Company or any Subsidiary pursuant to to, the Manager Agreements and Instruments, nor will such action result in any violation Instruments or violations of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, court having jurisdiction over the Manager Company or any of its assetsSubsidiary (except for such conflicts, properties breaches or operationsdefaults or liens, except as charges, encumbrances or violations that would not result in a Manager Material Adverse Effect).

Absence of Defaults and Conflicts. The Manager Neither the Adviser nor the Administrator is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwisean Adviser/Administrator Material Adverse Effect, or in which might be expected to materially and adversely affect the business affairs, business prospects or regulatory status consummation of the Manager, whether or not arising transactions contemplated in the ordinary course of businessthis Agreement, or that would otherwise prevent the Manager from carrying out performance by the Adviser or the Administrator of its obligations under this Agreement (a “Manager Material Adverse Effect”)Agreement. The execution, delivery and performance of this Agreement and the Fund Agreements, to the extent a party thereto, and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the General Disclosure Package and the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Manager Adviser and the Administrator with its obligations under this Agreement and the Fund Agreements, to the extent a party thereto, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Adviser or the Administrator pursuant to the Manager Agreements and Instrumentsto, any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in an Adviser/Administrator Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Adviser or the Administrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Adviser or the Administrator or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Partnership Entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractPartnership Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Partnership Entities pursuant to to, any Partnership Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Partnership Entities or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Partnership Entities or any of its their respective assets, properties or operations, except as for such violations in the case of clause (ii) that would not not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease or other agreement or instrument to which the Manager Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company or any subsidiary is subject (collectively, the “Manager "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ") except for such violations or except for such defaults that are described in the Canadian Prospectus (exclusive of any amendments or supplements thereto) or the U.S. Prospectus (exclusive of any amendments or supplements thereto) or that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, Statement (including the General Disclosure Package issuance and sale of the Prospectus Securities to be issued by the Company) and compliance by the Manager Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any tax, lien, charge or encumbrance upon any property or assets of the Manager Company or any subsidiary pursuant to to, the Manager Agreements and InstrumentsInstruments (except for such Repayment Events or conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement charter or other organizational documents bylaws of the Manager Company or any subsidiary or (ii) any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any subsidiary or any of its their assets, properties or operations, except as for such violations of clause (ii) that would not result in a Manager Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any subsidiary.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The executionexecution and delivery of, delivery and the performance by the Company of its obligations under, this Agreement Agreement, the Indenture and the Securities, and the consummation of the transactions contemplated herein and in the Registration Statementtherein, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would neither, individually or in the Manager Agreements aggregate, result in a Material Adverse Effect nor materially and Instrumentsadversely affect the performance by the Company of its obligations under this Agreement, the Indenture or the Securities, nor will such action result in any violation of (A) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (B) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as except, in the case of clause (B) above, for such violations that would not neither, individually or in the aggregate, result in a Manager Material Adverse EffectEffect nor materially and adversely affect the performance by the Company of its obligations under this Agreement, the Indenture or the Securities.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents certificate of incorporation or bylaws nor is it in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager it is a party or by which it may be bound, or to which any of the property or assets of the Manager Company is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on ; and the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the Transaction Documents by the Company, and the consummation of the transactions contemplated herein and in therein (including the Registration Statement, issuance of the General Disclosure Package and the Prospectus Securities) and compliance by the Manager Company with its obligations under this Agreement hereunder and thereunder, do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default (or an event that with notice, lapse of time or both would become a default) under, give to others any rights of repurchase, termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to the Manager such Agreements and Instruments, nor will such action (ii) result in any violation of the provisions of the limited liability company operating agreement certificate of incorporation or other organizational documents bylaws of the Manager Company or (iii) result in any violation of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality instrumentality, stock exchange or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties assets or operationsproperties, except in the case of clauses (i) and (iii) as would not result in reasonably be expected to have a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Company, the Operating Partnership or any Subsidiary is not (A) in violation of its organizational documents certificate of incorporation, partnership agreement, charter, by-laws or other governing instrument (“Governing Instruments”) or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company, the Operating Partnership or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company, the Operating Partnership or any Subsidiary is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults of any Agreements and Instruments that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and Effect or (C) in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company, the Operating Partnership or any Subsidiary or any of its their assets, properties or operationsoperations (“Laws”), except as for such violations that would not result in a Manager Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the Operating Partnership or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect) or Laws, nor will such action result in any violation of the provisions of the Governing Instruments of the Company, the Operating Partnership or any Subsidiary or of any Laws. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company, the Operating Partnership or any Subsidiary.

Absence of Defaults and Conflicts. The Manager Neither the Company nor its Subsidiary is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or its Subsidiary pursuant to any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or its Subsidiary or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or its Subsidiary or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects affairs or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its limited liability company agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan Agreements or credit agreement, note, lease or other agreement or instrument Instruments to which the Manager it is a party bound or by which it may be bound, or to which any of the its property or assets of the Manager is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Final Prospectus and compliance by the Manager with its obligations under this Agreement hereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except in the case of Company Documents for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Final Prospectus (including the issuance and sale of the Offered Securities and the use of the proceeds from the sale of the Offered Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to the Manager Agreements and Instrumentsto, any Company Documents, except for such conflicts, breaches, defaults or liens, encumbrances, equities or claims (“Liens”) that would not result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as for such violations in clause (ii) that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not (i) in violation of its organizational documents Organizational Documents or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except in the case of this clause (ii) for such defaults that would not result in a material adverse effect on the conditionnot, financial or otherwise, individually or in the business affairsaggregate, business prospects or regulatory status reasonably be expected to have a Material Adverse Effect. The execution and delivery by the Company of this Agreement, and the Manager, whether or not arising in performance by the ordinary course Company of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, not conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to, any Company Documents, except for such conflicts, breaches, defaults, Termination Events, Repayment Events or Liens that would not, individually or in the aggregate, reasonably be expected to the Manager Agreements and Instrumentshave a Material Adverse Effect, nor will such action result in any violation of (x) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (y) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except in the case of clause (y) for such violations as would not result not, individually or in the aggregate, reasonably be expected to have a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its Subsidiaries is not in violation of its charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company or any Subsidiary is subject (collectively, the “Manager collectively "Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein by this Agreement have been duly authorized by all necessary corporate action and in (except as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement Statement or Prospectus) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Manager Company or any Subsidiary pursuant to to, the Manager Agreements and Instruments, nor will such action result in any violation Instruments or violations of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assetsSubsidiary (except for such conflicts, properties breaches or operationsdefaults or liens, except as charges, encumbrances or violations that would not result in a Manager Material Adverse Effect).

Absence of Defaults and Conflicts. The Manager Neither the Adviser nor the Administrator is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractAdviser Document or Administrator Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance of the Rights pursuant to the terms of the Rights Offering, the issuance and sale of the Shares pursuant to the terms of the Rights Offering and the use of the proceeds from the sale of the Shares as described in the Prospectus under the caption “Use of Proceeds”) and compliance by each of the Manager Adviser and the Administrator with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Adviser or the Administrator pursuant to the Manager Agreements and Instrumentsto, any Adviser Document or Administrator Document, except for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Adviser or the Administrator, as applicable, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Adviser or the Administrator or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Partnership Entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreePartnership Document, except for such violations or except (solely in the case of Partnership Documents other than Subject Instruments) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Partnership Entities pursuant to to, any Partnership Documents, except (solely in the Manager Agreements and case of Partnership Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of any of the Manager Partnership Entities or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Partnership Entities or any of its their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company is subject (collectively, the “Manager "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ") except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, Statement (including the General Disclosure Package issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement hereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager Company or any subsidiary pursuant to to, the Manager Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or (A) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any subsidiary or any of its their assets, properties or operations, operations except as for such violations that would not result in a Manager Material Adverse Effect.Effect or (B) the provisions of the charter or by-laws of the Company or any subsidiary. As used herein, a

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Packages and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Statutory Prospectus and Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to to, any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as for such violations of any such law, statute, rule, regulation, judgment, order, writ or decree that would not result in have a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Company Material Adverse Effect”). The execution, delivery and performance of this Agreement Agreement, the Fund Agreements (other than the Staffing Agreement), the Securities, the Indenture and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement Agreement, the Fund Agreements (other than the Staffing Agreement), the Indenture and the Securities do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to to, any Company Documents, except (solely in the Manager Agreements and Instrumentscase of Company Documents) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Company Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager None of the Partnership Entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractPartnership Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Partnership Entities pursuant to to, any Partnership Document, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Partnership Entities or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Partnership Entities or any of its their respective assets, properties or operations, except as for such violations in the case of clause (ii) that would not not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the Manager Agreements and Instrumentsaggregate, result in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ) except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement Manager Side Letter and the consummation of the transactions contemplated herein Management Agreement have been duly authorized by all necessary corporate action and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, (A) result in any violation of the provisions of the charter or by-laws of the Manager, or (B) conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Agreements and InstrumentsInstruments (except for such conflicts, nor will such action breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), or result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, operations except as for such violations that would not result in a Manager Material Adverse Effect. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Manager.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents) for such defaults that would not not, individually or in the aggregate, result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Company Material Adverse Effect”). The execution, delivery and performance of this Agreement Agreement, the Management Agreements (other than the Staffing Agreement), the Formation Agreements and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the Formation Transactions, the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement Agreement, the Management Agreements (other than the Staffing Agreement) and the Formation Agreements do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to to, any Company Documents, except (solely in the Manager Agreements and Instrumentscase of Company Documents) for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, result in a Company Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Neither the Manager nor ACAS is not in violation of its their respective organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager or ACAS is a party or by which it may be bound, or to which any of the property or assets of the Manager or ACAS is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager or ACAS pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement of the Manager or other organizational documents, the organizational documents of the Manager ACAS or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its subsidiaries is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration StatementStatements, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company or any of its subsidiaries pursuant to any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its subsidiaries or any of their respective assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager is not in violation of its limited liability company agreement or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan the Agreements or credit agreement, note, lease or other agreement or instrument Instruments to which the Manager it is a party bound or by which it may be bound, or to which any of the its property or assets of the Manager is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Final Prospectus and compliance by the Manager with its obligations under this Agreement hereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not (i) in violation of its charter, by-laws or similar incorporation or organizational documents or (ii) in violation or default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company is a party or by which it may be bound, or to which any of the property or assets of the Manager Company is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package this Agreement and the Prospectus other Transaction Documents, and compliance by the Manager Company with its obligations under this Agreement and the other Transaction Documents, do not and will not, whether with or without the giving of notice or passage of time or both, (w) conflict with or constitute result in a breach of any of the terms and provisions of, or constitute a default or Repayment Event under, or (x) result in the creation or imposition of any lien, charge or encumbrance (other than Permitted Liens) upon any property or assets of the Manager Company pursuant to the Manager Agreements and Instruments, nor will such action (y) result in any violation of the provisions of the limited liability company operating agreement charter, by-laws or other similar organizational documents of the Manager Company, or (z) result in any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as in the case of this clause (z) for such conflicts, violations, breaches or defaults which would not reasonably be expected to result in a Manager Material Adverse EffectEffect on the Company.

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “"Manager Agreements and Instruments”"), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “"Manager Material Adverse Effect”"). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and Instruments, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not (i) in violation of its organizational documents charter or bylaws, or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager it is a party or by which it may be bound, or to which any of the property or assets of the Manager Company is subject (collectively, the “Manager "Agreements and Instruments”)") except,, for any defaults that, singularly or in violation of any lawthe aggregate, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The Change; and the execution, delivery and performance of this Agreement and Agreement, the consummation of the transactions contemplated herein and in the Registration Statementby, the General Disclosure Package and the Prospectus and compliance by the Manager Company with its obligations under, this Agreement, including the sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Time of Sale Prospectus under this Agreement do "Use of Proceeds," does not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Manager Company pursuant to the Manager Agreements and InstrumentsInstruments except for such conflicts, breaches, defaults, liens, charges or encumbrances that, singularly or in the aggregate, would not result in a Material Adverse Change, nor will such action result in any violation of the provisions of the limited liability company operating agreement articles of incorporation or other organizational documents bylaws of the Manager Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as where such violation of any applicable law, statute, rule, regulation, judgment, order, writ, or decree of any government, government instrumentality or court, domestic or foreign, would not result in a Manager Material Adverse EffectChange. As used herein, a "Repayment Event" means any event or condition that gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company.

Absence of Defaults and Conflicts. The Manager None of the Partnership Entities is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreePartnership Document, except for such violations or except (solely in the case of Partnership Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in the Registration Statement, Prospectus under the General Disclosure Package caption “Use of Proceeds”) and the Prospectus and compliance by the Manager Partnership Entities with its their obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of any of the Manager Partnership Entities pursuant to to, any Partnership Documents, except (solely in the Manager Agreements and case of Partnership Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of any of the Manager Partnership Entities or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of the Manager Partnership Entities or any of its their respective assets, properties or operations, except as for such violations of any applicable law, statute, rule, regulations, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over any of the Partnership Entities or any of their respective assets, properties or operations that would not not, individually or in the aggregate, result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Neither the Company nor any of its Subsidiaries is not in violation of its charter, by-laws or other organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Manager Company or any Subsidiary is subject (collectively, the collectively “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein by this Agreement have been duly authorized by all necessary corporate action and in (except as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement Statement or Prospectus) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the properties or assets of the Manager Company or any Subsidiary pursuant to to, the Manager Agreements and Instruments, nor will such action result in any violation Instruments or violations of the provisions of the limited liability company operating agreement or other organizational documents of the Manager or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assetsSubsidiary (except for such conflicts, properties breaches or operationsdefaults or liens, except as charges, encumbrances or violations that would not result in a Manager Material Adverse Effect).

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decreeCompany Document, except for such violations or except (solely in the case of Company Documents other than Subject Instruments) for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package Packages and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Statutory Prospectus and Prospectus under the caption "Use of Proceeds") and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to to, any Company Documents, except (solely in the Manager Agreements and case of Company Documents other than Subject Instruments) for such conflicts, breaches, defaults or Liens that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as for such violations of any such law, statute, rule, regulation, judgment, order, writ or decree that would not result in have a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Company is not in violation of its organizational documents Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contractCompany Document, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Pre-Pricing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Manager Company with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default default, Termination Event or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any property or assets of the Manager Company pursuant to, any Company Documents, except for such conflicts, breaches, defaults or Liens that would not, individually or in the aggregate, reasonably be expected to the Manager Agreements and Instrumentsresult in a Material Adverse Effect, nor will such action result in any violation of (i) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager Company or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Company or any of its assets, properties or operations, except as except, in the case of clause (ii) only, for any such violations that would not not, individually or in the aggregate, reasonably be expected to result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Manager Fund is not in violation of its organizational documents Amended and Restated Agreement and Declaration of Trust (the "Declaration") or by-laws, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager it is a party or by which it may be bound, or to which any of the property or assets of the Manager Fund is subject (collectively, the “Manager "Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, ") except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement and compliance by the Manager Fund with its obligations under this Agreement hereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to the Manager Agreements and InstrumentsFund (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the limited liability company operating agreement Declaration or other organizational documents by-laws of the Manager Fund or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager Fund or any of its assets, properties or operations, operations (except as for such violations that would not result in a Manager Material Adverse Effect).

Absence of Defaults and Conflicts. The Manager is not in violation of its organizational documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager is a party or will be a party in connection with this Agreement (including the Management Agreement) or by which it may be bound, or to which any of the property or assets of the Manager is subject (collectively, the “Manager Manager’s Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The : and the execution, delivery and performance of this Agreement do not and the consummation of the transactions contemplated herein will not, and in the Registration Statementcase of the performance of the Management Agreement, the General Disclosure Package and the Prospectus and compliance by the Manager with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or repayment event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager pursuant to to, the Manager Manager’s Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or repayment events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (A) the provisions of the limited liability company operating agreement or other organizational documents Organizational Documents of the Manager or (B) any applicable statute, law, statute, rule, regulation, judgment, order, writ or decree order of any government, government instrumentality agency or body or any court, domestic or foreign, having jurisdiction over the Manager or any of its assets, properties or operations, except as in the case of clause (B) only, for any such violation that would not result in a Manager Material Adverse Effect.

Absence of Defaults and Conflicts. The Neither the Manager nor the Servicer is not in violation of its organizational documents certificate of formation or limited liability company agreement or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Manager such entity is a party or by which it may be bound, or to which any of the property or assets of the Manager such entity is subject (collectivelysubject, the “Manager Agreements and Instruments”), or in violation of any law, statute, rule, regulation, judgment, order or decree, except for such violations or except for such defaults that would not result in a material adverse effect on the condition, financial or otherwise, or in the business affairs, business prospects or regulatory status of the Manager, whether or not arising in the ordinary course of business, or that would otherwise prevent the Manager from carrying out its obligations under this Agreement (a “Manager Material Adverse Effect”). The ; and the execution, delivery and performance of this Agreement, the Management Agreement and/or the Servicing Agreement, as the case may be, and the consummation of the transactions contemplated herein and therein and in the Registration Statement, the General Disclosure Package and the Prospectus Statement and compliance by the Manager and the Servicer, as applicable, with its obligations under this Agreement hereunder and thereunder have been duly authorized by all necessary limited liability company action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Manager or the Servicer, as the case may be, pursuant to the Manager to, its Agreements and InstrumentsInstruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the certificate of formation or limited liability company operating agreement or other organizational documents of the Manager or the Servicer, as the case may be, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Manager or the Servicer, as the case may be, or any of its assets, properties or operations, except as except, in the case of clause (ii) only, for such violations that would not result in a Manager Material Adverse Effect.